Turkcell Annual General Assembly Dated April 21, 2011
ISE: TCELL), the leading communications and technology company in
held its 2010 Annual General Assembly on
headquarters. At the meeting, the Balance Sheet and Profit/Loss Statements of
fiscal year 2010, previously approved by the statutory auditors, the audit
committee, and the Board of Directors, as well as audited by an independent
audit firm, in addition, the proposed 75% dividend distribution from 2010
profits were not approved. The entire Board of Directors and the statutory
auditors were not released, and statutory auditors whose term had expired
were not replaced.
At the General Assembly, the proposal of Sonera Holding B.V., which
represents 13.07% of the Company, to add a new clause to the agenda
pertaining to the removal of the Chairman, and the election of a new
candidate, was rejected by Government Commissioners under the provisions of
Turkish Commercial Law Article 369 (items not appearing on a previously
announced General Assembly agenda cannot be discussed). Consequently, the
representative of Turkcell Holding A.S., which holds a 51% stake in the
Company, decided to abstain from voting on all agenda items due to the
rejection of adding the additional agenda item. Turkcell Holding A.S.’
representative noted that this rejection would violate the minority
shareholder’s rights, and therefore the representative duly abstained from
voting on all agenda items.
Sonera Holding B.V. which holds 13.07% direct shares in Turkcell and
additionally holds a 47.09% stake in Turkcell Holding A.S., voted against
approval of the Balance Sheet and Profit/Loss Statements for the fiscal year
of 2010, against the release of the statutory auditors, and against their
replacement, against the Board of Directors’ dividend distribution proposal.
Because each of the items on the agenda requires approval by a simple
majority of the shareholders present under Turkish law, none of the items on
the agenda, excluding establishment of the presidency board and authorizing
the presidency board for the signature of minutes of meeting, were approved.
In particular, the Balance Sheet and Profit/Loss Statements for fiscal
year 2010, previously approved by the statutory auditors, the audit
committee, and the Board of Directors, and also audited by an independent
auditing company, were not approved. Consequently, the proposed 75% dividend
distribution from 2010 profits could also not be approved. For this reason,
and as made public at the dividend proposal of the Board of Directors, the
proposed dividend payment scheduled for
above-mentioned situation is of direct importance for all our shareholders,
not least the minority shareholders who hold 34.69% stake.
Our Company Chairman has submitted the requisite application to legally
appoint the statutory auditors not appointed at the General Assembly.
Separately, our Company Chairman and CEO have initiated the necessary
discussions to resolve the disputes. Meanwhile, our Board of Directors and
Company management remain in office, and continue to execute operations.
As the sole Turkish company dually listed on the NYSE and ISE, we will
continue to execute the corporate governance principles in line with national
and international best-practice standards and regulations through our
Turkcell is the leading communications and technology company in
with 33.5 million subscribers and a market share of approximately 54% as of
2010 (Source: Operator’s announcements). Turkcell is a leading regional
player, with market leadership in five of the nine countries in which it
operates with its approximately 60.4 million subscribers as of 2010. Turkcell
reported TRY9.0 billion (
reached TRY15.1 billion (
Turkish population through its 3G and covers 99.07% of the Turkish population
through its 2G technology supported network. Turkcell has become one of the
first operators among the global operators to have implemented HSDPA+ and to
reach to 42.2 Mbps speed with HSPA multi carrier solution. Turkcell has been
listed on the NYSE and the ISE since
Holding, 0.05% by Cukurova Holding, 13.07% by Sonera Holding and 1.19% by
others while the remaining 34.69% is free float.
Read more at http://www.turkcell.com.tr For further information please contact Turkcell Corporate Affairs Koray Ozturkler, Chief Corporate Affairs Officer Tel: +90-212-313-1500 Email: firstname.lastname@example.org Investors: Media: Nihat Narin, Investor and International Filiz Karagul Tuzun, Media Relations Corporate Communications Tel: +90-212-313-1244 Tel: +90-212-313-2304 Email: email@example.com Email: firstname.lastname@example.org email@example.com